Exhibit 10.4
Third Amendment to the NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan
                              effective January 1, 2002.


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                                 THIRD AMENDMENT
                                       TO
            NBT BANCORP INC. 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN

     WHEREAS,  NBT  BANCORP INC. (the "Employer") sponsors and maintains the NBT
BANCORP  INC.  401(K)  AND  EMPLOYEE  STOCK  OWNERSHIP PLAN (the "Plan") for the
benefit  of  certain  of  its  employees;  and

     WHEREAS,  Section  11.1  of  the  Plan authorizes the Employer to amend the
Plan;  and

     WHEREAS,  the  Employer  desires  to  amend  the  Plan  to  provide express
procedures  for  the adoption of the Plan by affiliated employers and to provide
for  the  adoption  of  the  Plan  by  certain  of  those  affiliated employers;

     NOW  THEREFORE,  the Plan is amended, effective January 1, 2002 in the form
attached  hererto.


                                   NBT  BANCORP  INC.

                                   By:    /s/ Jane  E.  Neal

                                   Title: Executive  Vice  President
                                   Date:  12/13/2001


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